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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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            8. Rule 144.

            Each of the Issuers covenants to the holders of Registrable
Securities that to the extent it shall be required to do so under the Exchange
Act, it shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act) and the rules and regulations
adopted by the Commission thereunder, and shall take such further action as any
holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of
Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Issuers shall deliver to such holder a written statement as to whether
it has complied with such requirements.

            9. Miscellaneous.

            (a) No Inconsistent Agreements. The Issuers represent, warrant,
covenant and agree that they have not granted, and shall not grant, registration
rights with respect to Registrable Securities or any other Notes which would be
inconsistent with the terms contained in this Exchange and Registration Rights
Agreement.

            (b) Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Issuers fail to perform any of their
obligations hereunder and that the Purchasers and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchasers and such holders, in addition to any other
remedy to which they may be entitled at law or in equity, shall be entitled to
compel specific performance of the obligations of the Issuers under this
Exchange and Registration Rights Agreement in accordance with the terms and
conditions of this Exchange and Registration Rights Agreement, in any court of
the United States or any State thereof having jurisdiction.

            (c) Notices. All notices, requests, claims, demands, waivers and
other communications hereunder shall be in writing and shall be deemed to have
been duly given (i) when delivered by hand, if delivered personally or by
courier, (ii) when sent by facsimile (with written confirmation of receipt),
provided that a copy is mailed by registered or certified mail, return receipt
requested or (iii) three days after being deposited in the mail (registered or
certified mail, postage prepaid, return receipt requested) as follows: If to the
Issuers, c/o Charter Communications, Inc., 12444 Powerscourt Drive, Suite 100,
St. Louis, Missouri, 63131, Attention: Secretary, and if to a holder, to the
address of such holder set forth in the security register or other records of
the Issuers, or to such other address as the Issuers or any 


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